This presentation shares one middle school’s multi-faceted math intervention model blending high levels of learning with fostering a math mindset. Supporting a diverse group of learners, the prevailing goal for all students is to become assessment capable – learners who can assess their own learning, gauge where they need extra help, and know when they can move on. Using formative assessment and feedback the model includes four components to encourage perseverance in problem solving and support productive struggle and a growth mindset: 1) a co-teaching model that is responsive to the daily needs of the students, 2) a homeroom math support program to reinforce the day-to-day learning in the classroom 3) a district created after school math curriculum based on problem solving and discussion, and 4) live, evening webinar math support. Small group discussions, our successes, opportunities for growth, and a link to our 22 week after-school middle school math curriculum are planned.